1. Includes certain restricted stock units subject to vesting as well as 688 shares of common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan since the last-filed Form 4.

2. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by Walter S. Hawrylak on March 12, 2014.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $36.57 to $37.09, inclusive. The reporting person undertakes to provide Issuer, any security holder of Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

4. Grant of shares of common stock pursuant to dividend equivalent rights under Issuer's Long-Term Incentive Plan. The number of shares of common stock granted was based on the conversion of cash dividend equivalents accumulated.

5. Mr. Hawrylak was granted an option to purchase 68,000 shares (as adjusted for stock splits) on August 6, 2010, which vests 25% on each of the first four anniversaries of the grant date if the reporting person has been continuously employed with the Issuer through such date, subject to accelerated vesting in certain events, including certain terminations or upon a change in control, or as provided for by the Compensation Committee of the Issuer's Board of Directors.

Remarks:

/s/ Walter Hawrylak

08/08/2014

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).